Hawk Select Standard Terms

These terms and conditions are issued by Hawk Incentives Limited a company duly incorporated under company number 4155659 having its registered office at Westside, London Road, Hemel Hempstead, Herts HP3 9TD (Hawk Select/Us/We) and govern the supply of the Select Codes and associated services as further defined below in the quantities detailed on the order entry page, or in your file upload as appropriate, which can be found at or uploaded in, the self-service portal at orders.hawkselect.co.uk ("Order") together the (Contract) to the client identified in the Order at "Programme ID" (You/Client). If you have any questions about this Contract, the Select Codes or Services please email us at customerservice@select-your-reward.co.uk.

Our acceptance of any order you submit for the Select Codes and Services will take place when we email you to confirm receipt and acceptance, at which point the Contract will come into existence between us.

If we are unable to accept your order for any reason we will inform you of this in writing.

The following definitions and rules of interpretation apply to this Contract.

Nominated Recipient means an individual who is provided with a Select Code by the Client;

Intellectual Property Rights all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Select Code means a redemption code (physical or digital) which can be exchanged by a Nominated Recipient for a gift card or e-voucher via the Service(s);

Service(s) means the provision of access to the website https://www.select-your-reward.co.uk or such other website as may be agreed with you in writing from time to time by Hawk Select through which a Nominated Recipient can redeem a Select Code for a gift card or e-voucher;

Redemption Terms means the additional terms and conditions that will apply at the point of redemption between the Nominated Recipient and Hawk Select governing the supply of the gift card or e-voucher.

Any phrase introduced by the terms including, include, in particular or any similar expressions shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written includes email (but not fax) save in relation to notices, which may only be served in accordance with clause 18.2.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

  1. Term

1.1 Subject to the provisions for earlier termination, this Contract is deemed to have commenced on the date that we email you to accept the Order and shall continue in full force and effect until completion of provision of the Select Codes and/or performance of the Services.

  1. Charges

2.1 In consideration for supply of the Select Codes and associated Services You agree to pay the charges detailed in the Order ("Charges").

2.2 The Charges shown are expressed exclusive of all duties and taxes including without limitation value added tax which will also be payable at the rate and in the manner prescribed by the law governing this Contract.

2.3 Unless otherwise agreed with you in writing when we set up your Client account you agree to pay the Charges upon receipt of our invoice and in advance of issuance of the Select Codes.

2.4 All payments should be made by bank transfer or debit card payment in Pounds Sterling.

2.5 In the event that You do not pay any sum due by the due date Hawk Select reserves the right to charge interest on the outstanding amount at the rate of 4% per year above the base rate of the Bank of England in force from time to time but at 4% per year for any period when the base rate is below 0%, to accrue daily from the date on which the payment fell due until the date on which payment is received by Hawk Select in cleared funds; and/or without prejudice to any other remedy at any time after payment has become due, suspend provision of the Select Codes and Services by written notice.

2.6 For the avoidance of doubt Hawk Select may invoice Client for all Charges incurred during any termination notice period.

  1. Warranties and Obligations

3.1 You warrant and represent on an ongoing basis that: a) You have full capacity and authority to enter into and perform your obligations under this Contract; b) the Order is executed by your duly authorised representative; c) you will comply with all applicable laws; and d) you will co-operate with Hawk Select in all matters relating to the provision of the Select Codes or supply of the Services and provide such information, materials and data as Hawk Select may reasonably request for the proper performance of the Services and ensure that such items are up to date in all respects.

3.2 We will:

3.2.1 perform the Service(s) will all due skill care and diligence using appropriately qualified individuals;

3.2.2 ensure that the Select Codes can be redeemed in return for a gift card or e-voucher using the Service(s);

3.2.4 ensure that a gift card or e-voucher as appropriate can be redeemed in return for goods or services at the retailer selected by the Nominated Recipient (subject always to the then applicable Redemption Terms). Please note Hawk Select cannot be held liable in the event that a retailer is subject to insolvency.

3.3 We will use reasonable endeavours to meet any performance dates agreed with you in writing, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Order.

  1. Select Codes and Services

4.1 The images of the Select Codes and any descriptions on our website are for illustrative purposes only. We reserve the right to amend the specification of the Select Codes and Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Select Codes or Services.

4.2 Select Codes may only be redeemed in return for gift cards or e-vouchers for use in the United Kingdom unless otherwise agreed and detailed in an Order.

4.3 The Select Codes are provided with a specified validity period. After this period of time has elapsed the Select Codes become void and cannot be redeemed. No refund will be available to either the Client or the Nominated Recipient of funds which have not been redeemed by the expiry of the specified validity period.

4.3 The Select Codes are subject to Redemption Terms which can be accessed for reference at https://www.select-your-reward.co.uk/pages/termsandconditions. The Redemption Terms apply between the Nominated Recipient and Hawk Select and do not form part of this Contract.

4.4 To the extent that the Nominated Recipient is entitled to a refund under Applicable Law in connection with the provision of any gift cards or e-codes provided to them when they redeem their Select Codes You will be liable for the provision of such refunds to the Nominated Recipients.

  1. Delivery

5.1 Delivery of i) physical Select Codes will be via first class post or DX delivery services at Hawk Select’ sole discretion; and ii) of digital Select Codes will be either a) via password protected email or sFTP as agreed by the parties in writing for bulk deliveries to the Client or b) via HTML email for deliveries direct to the Nominated Recipient. Delivery will be complete once the Select Codes have been delivered to the address provided in the Order or otherwise agreed by the parties in writing.

5.2 We will endeavour to dispatch physical Select Codes within seventy two (72) business hours and digital Select Codes within twenty four (24) business hours of receipt of payment in full or receipt of Order depending upon the agreed payment terms.

5.3 Risk in the Select Codes shall pass to You upon delivery and title to the Select Codes shall pass to You upon receipt of payment in full by Hawk Select. For the avoidance of doubt, and notwithstanding receipt of payment in respect thereof, once You have issued a Select Codes to a Nominated Recipient the right to redeem the Select Code for a gift card or e-voucher and subsequent right to redeem the gift card or e-voucher on the Redemption Terms vests in that individual for the duration of the validity period specified on such Select Code, gift card and/or e-voucher.

5.4 You must notify Us as soon as reasonably practicable but in any event within two (2) business days of any discrepancy between the quantity of Select Codes ordered and those delivered or if any of the Select Codes are damaged.

5.5 If the Select Codes are damaged you must return them to us within five (5) business days from the date of notification in accordance with clause 5.4 above and we will provide you with replacement Select Codes as soon as possible. We will not replace Select Codes that are returned outside of the returns period.

  1. Liability

6.1 You will promptly inform Hawk Select of any default or suspected default on the part of Hawk Select and give Hawk Select reasonable opportunity to correct the default in accordance with clause 10.1.1.

6.2 Our entire financial liability (including liability for the acts or omissions of our employees, agents and sub-contractors) in respect of a) any breach of this Contract; b) any use made by You of the Select Codes and/or Services or any part of them; and c) any representation, statement or tortious act or omission (including negligence), or breach of statutory duty, arising under or in connection with this Contract is as specified in this clause (Liability).

6.3 Subject to clause 6.4 and except as expressly provided in this Contract no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of any Select Codes or Services provided hereunder will be assumed by Hawk Select and except as expressly provided in this Contract all such warranties, conditions, undertaking and terms are hereby excluded.

6.4 Nothing in this Contract limits or excludes the liability of (a) Client for non-payment of the Charges; or (b) a party for death or personal injury resulting from its negligence; or (c) a party for any damage or liability arising from its fraud or fraudulent misrepresentation; or (d) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or (e) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (f) a party under any indemnity, or for breach of any warranty, given by it under this Contract; or (g) a party for any other liability which cannot be limited or excluded by Applicable Law.

6.5 Subject to 6.2 and 6.3 Hawk Select will not be liable to You for: a) special, indirect or consequential loss; b) loss of profits; c) loss of business; d) depletion of goodwill and/or similar losses; e) loss of anticipated savings; f) loss of goods; g) loss of contract; h) loss of use; i) loss, damage or corruption of data or information; and j) any pure economic loss, costs, damages, charges or expenses.

6.6 Subject to clauses 6.4 and 6.5, the total liability of Hawk Select to You in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract shall be limited to the Charges paid to Hawk Select under the Order in respect of which the liability arose in the twelve (12) months immediately preceding the occurrence of liability.

  1. Confidentiality

7.1 Each party agrees to keep confidential, and not to use for purposes other than the performance of its obligations under this Contract, all Confidential Information.

7.2 The receiving party undertakes to treat the disclosing party’s Confidential Information with at least the same degree of care that it treats in own Confidential Information but in any event with no less than a reasonable degree of care. The receiving party agrees to maintain adequate security measures to safeguard the Confidential Information from unauthorised use and/or access.

7.3 The receiving party may disclose the disclosing party’s Confidential Information to its employees, officers, representatives or advisers who need to know such Confidential Information for the purpose of carrying out the receiving party’s obligations under this Contract.

7.4 For the purpose of this Contract, Confidential Information shall not include information which is: a) is or falls into the public domain otherwise than due to breach of this obligation by the recipient; or b) is lawfully in the recipient’s possession at the time of disclosure by the disclosing party; or c) lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; or d) independently developed without access to any information disclosed by the disclosing party; or e) required to be disclosed by any court or governmental or administrative authority competent to require the same or by any Applicable Law, legislation or regulation

  1. Intellectual property Rights

8.1 All pre-existing Intellectual Property Rights shall remain the sole property of the originating party and the other party shall acquire no rights therein. Each party hereto ("disclosing party") warrants to the other party ("receiving party") that to the best of the disclosing party’s knowledge, all material, logos, information or other data provided to the receiving party in any media does not infringe the Intellectual Property Rights of any third party.

8.2 Client acknowledges that any and all of the Intellectual Property Rights subsisting in or used in connection with the Hawk Select technology system (and any modifications to it), the Select Codes and the Services shall remain the sole property of Hawk Select or such other party as may be identified therein or thereon and Client shall not at any time dispute such ownership.

8.3 In relation to pre-agreed use of the Hawk Select technology system and related Hawk Select Intellectual Property Rights, Hawk Select shall grant to Client a non-exclusive licence to use the same in order to make use of the Select Codes and Services, subject to the terms and conditions of this Contract for the duration of the relevant Order. If the Order expires or is terminated, the relevant licence will automatically terminate at that time.

8.4 Client shall not sub-license, assign or otherwise transfer the rights granted in clause 8.5.

8.5 Client shall not (without the prior written consent of Hawk Select) permit any third party to use the Select Codes on behalf of or for the benefit of such third party in any way whatsoever and shall notify Hawk Select immediately if Client becomes aware of any unauthorised use of the whole or any part of the Deliverables by any person. For the avoidance of doubt this clause 8.5 shall not preclude the Client from issuing the Select Codes to its employees and/or clients on the terms set out in this Contract.

8.6 The obligations of the parties in this clause 8 shall survive the termination of this Contract.

  1. Data Protection

9.1 In this clause 9 Data Protection Laws means the EU Data Protection Directive 95/46/EC as implemented in the appropriate local territories of the European Union until 25 May 2018 and on and from 25 May 2018 ("GDPR Date") the General Data Protection Regulation (EU) 2016/679 ("GDPR") (as amended and superseded from time to time), and/or all Applicable Law from time to time, in each case in each jurisdiction where the Services are delivered in relation to data privacy; "Process/Processing", "Data Subject", "Personal Data" and "Personal Data Breach" shall have the same meaning as in the Data Protection Laws.

9.2 Each party confirms that it holds, and during the term of this Contract will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to its performance of its obligations under this Contract.

9.3 Each party confirms that, in the performance of this Contract, it will comply with the Data Protection Laws. Affiliate shall mean any third party which is either majority owned or effectively controlled by Hawk Select or; is the majority owner or effective controller of Hawk Select or; is controlled by the same party as Hawk Select.

9.4 In so far as Hawk Select Processes any Personal Data on behalf of Client, Hawk Select shall:

9.4.1 not Process the Personal Data or disclose or permit the disclosure of the Personal Data to any third party other than in accordance with Client’s documented instructions (whether in this Contract or otherwise) unless Processing is required by EU, Member State law to which Hawk Select is subject or English law, in which case Hawk Select shall, to the extent permitted by such law, inform Client of that legal requirement before Processing that Personal Data;

9.4.2 not authorise any sub-contractor to process the Personal Data ("sub-processor") other than with the prior written consent of Client (which is deemed given by Client’s signature to this Contract to Hawk Select to permit Hawk Select, in the ordinary course of its business operations to appoint an Affiliate or other third party to provide, within the UK or other EEA member state, save as otherwise detailed at 9.4.11 below, contact centre services, data hosting, back up and other automated processing functions) provided that in the case of each approved sub-processor, Hawk Select shall include terms in the contract between itself and each sub-processor which are equivalent to those set out in this clause 9 and remain fully liable to Client for any failure by each sub-processor to fulfil its obligations in relation to the Processing of any Personal Data;

9.4.3 taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security to protect against unauthorised or unlawful Processing of the Personal Data or accidental damage to, or loss or destruction of, it appropriate to the risk and shall take all measures required pursuant to the Data Protection Laws. Accordingly, Hawk Select shall not be required to complete any questionnaires or similar submitted by Client in relation to information and/or data security;

9.4.4 take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

9.4.5 promptly notify Client if it receives a request from a Data Subject under any Data Protection Laws in respect of the Personal Data, including, from the GDPR Date, requests by a Data Subject to exercise rights under Chapter III of GDPR unless Hawk Select is legally prevented from doing so;

9.4.6 co operate as reasonably requested by Client in writing, at Client’s cost, to enable Client to comply with the exercise of such rights by a Data Subject and/or to comply with any assessment, enquiry, notice or investigation under any Data Protection Laws in respect of the Personal Data or this Contract;

9.4.7 notify Client without undue delay upon becoming aware of a Personal Data Breach providing Client with sufficient information which allows it to meet any obligations to report a Personal Data Breach under the Data Protection Laws;

9.4.8 co-operate with Client and take such reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each Personal Data Breach;

9.4.9 in the event of a Personal Data Breach, Hawk Select shall not inform any third party without first obtaining Client’s prior written consent, unless notification is required by EU or Member State law to which Hawk Select is subject;

9.4.10 allow reasonable access no more than once in every twelve month period to its data processing facilities, procedures and documentation by Client’s auditors in order to ascertain compliance with the Data Protection Laws and the terms of this clause 13. Hawk Select shall provide reasonable co operation to Client in respect of any such audit and shall at the request of Client, provide Client with evidence of compliance with its obligations under this Contract;

9.4.11 not (and shall procure that its sub-processors shall not) under any circumstances transfer Data outside the EEA unless authorised in writing by Client to do so which consent is hereby provided by the Client to the transfer of Personal Data by Hawk Select to it's Affiliates outside the EEA, who may in the provision of the Services act as sub-processors for Hawk Select, and provided always that Hawk Select has first ensured that the following conditions are fulfilled: (a) the Client or Hawk Select has provided appropriate safeguards in relation to the transfer; (b) the Data Subject has enforceable rights and effective legal remedies; (c) Hawk Select complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and (d) Hawk Select complies with reasonable instructions notified to it in advance by the Client with respect to the processing of Personal Data.

9.5 Subject to the requirements of any applicable exit plan, Hawk Select shall cease Processing, as soon as reasonably practicable, upon the termination or expiry of this Contract (or, if sooner, the Services to which it relates) and as soon as possible thereafter, at Client’s election, either return, or securely wipe from its systems, the Personal Data and any copies of it or of the information it contains.

9.6 Client warrants that it has (and, at all times during the period this Contract is in force, it will have) the requisite rights, authority and consents to disclose any Personal Data to Hawk Select for the purpose of the performance of this Contract and that use by Hawk Select of such Personal Data to provide the Services hereunder in accordance with the Contract and the instructions of Client will not infringe the rights of any third party.

  1. Termination

10.1 Either party may terminate the Contract with immediate effect by giving the other written notice if:

10.1.1 the other commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach with thirty (30) days of being notified in writing to do so;

10.1.2 if any step or action in connection with the other entering into administration, provisional liquidation or any composition or arrangement with their creditors (other than in relation to solvent restricting), being wound up (whether voluntarily or by order of the court, unless for the purpose of solvent restructuring), having a received appointed to any of its assets or ceasing to carry on business or actions is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.1.3 the other suspends, threatens to suspend, ceases or threatens to ease to carry on all or a substantial part of it business.

10.2 Termination of the Contract shall not affect any rights or remedies that have accrued as at termination.

10.3 Any provision of the Contract that expressly or by implication is intended to come in force on or after termination shall remain in full force and effect.

  1. Force Majeure

11.1 Neither party will be liable for any loss or damage from any delay or failure to supply any Select Codes or Services due to any circumstances beyond its reasonable control (including (without limitation) equipment failure or breakdown, industrial action (excluding labour disputes involving either Hawk Select’ or Client’s workforce), Act of God, war, riot, civil commotion, terrorist attack, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, drought, earthquake or other natural disaster, epidemic or pandemic, or default or delay of suppliers or sub-contractors ("Force Majeure Events"), provided that the affected party informs the party as soon as practicable after first becoming aware of the Force Majeure Event.

11.2 If the Force Majeure Event in question continues for more than 30 days, either party may give notice in writing to the other of not less than 30 days to terminate any affected Order.

11.3 To the extent that Hawk Select continues to provide Select Codes and/or Services during a Force Majeure Event, Client shall pay the Charges to Hawk Select in accordance with the provisions of clause 2 above.

  1. General

12.1 Neither party will be entitled to assign this Contract without the prior written consent of the other party. However, Hawk Select may subcontract its duties and obligations under this Contract. For the avoidance of doubt, a third party used by Hawk Select for the provision of Select Codes and Services in the ordinary course of Hawk Select’ business shall not constitute subcontracting.

12.2 All notices given under this Contract shall be in writing and sent by first class recorded delivery post or delivered by hand to the other at its address stated above (or at such other address as the party has previously notified the other in writing as its address for services) and in relation to Hawk Select shall be marked for the attention of the Group Counsel with a copy to each of the Company Secretary and the Managing Director at the same address and with an additional copy to the General Counsel of Blackhawk Network, 6220 Stoneridge Mall Road, Pleasanton, CA94588. Any such notice will be deemed to have been served immediately if delivered by hand or in the case of delivery by post, 48 hours after posting.

12.3 If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

12.4 Each of the parties to this Contract is an independent contractor and nothing contained in this Contract shall be construed to imply that there is any relationship between the parties of partnership or of principal/agent or of employer/employee nor are the parties hereby engaging in a joint venture and accordingly neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise, unless expressly permitted by the terms of this Contract.

12.5 The parties to this Contract do not intend that any of its terms will bind or be enforceable by any person other than Client, Hawk Select and any Hawk Select Affiliate(s) by whom all or any part of the Services are performed.

12.6 Any variation or amendment to this Contract will not be binding on the parties unless set out in writing, expressed to amend this Contract and signed by an authorised representative of each party.

12.7 This Contract and the documents referred to in it constitute the entire Contract and understanding of the parties, supersede any previous Contract between the parties relating to the subject matter of this Contract and shall apply to the exclusion of and prevail over any express terms contained in any standard documentation of either party (including but not limited to any pre-printed standard terms and conditions).

12.8 No delay, neglect or forbearance on the part of either party in enforcing any term or condition of this Contract shall either be or be deemed to be a waiver or in any way prejudicial to any right of such party under this Contract.

12.9 This Contract is governed by English law and each party irrevocably agrees to submit all dispute arising out of or in connection with it to the exclusive jurisdiction of the English Courts.